Each Tax Indemnitee shall, at the expense of Lessee, take
 commercially reasonable actions with a view toward mitigating any
 event or circumstance which would give rise to or result in a claim
 for indemnification pursuant to this Clause 5.8 or a withholding Tax
 pursuant to Clause 5.7; provided, however, nothing herein shall
 require any Tax Indemnitees to take any action which it shall have
 determined, in its sole discretion exercised in good faith, may
 result in a material economic, legal or regulatory disadvantage to
 such Tax Indemnitee.

 5.9 SALES TAX:

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 All amounts payable by Lessee, or with respect to any obligation of
 Lessee, under this Agreement and the other Transaction Documents,
 are exclusive of any Sales Tax. If any Sales Tax is required by any
 applicable law to be paid with respect to any of the transactions,
 activities or payments contemplated in any of the Transaction
 Documents, Lessee shall (i) pay such Sales Tax to the appropriate
 Government Entity or other taxing authority in a timely and proper
 manner, and indemnify each Tax Indemnitee from and against such
 Sales Tax, in accordance with the provisions of this Clause 5, and
 (ii) deliver to Lessor, not later than thirty (30) days after the
 date on which such Sales Tax is due, an original receipt issued by
 the relevant Government Entity or other taxing authority or other
 documentation reasonably acceptable to such Tax Indemnitee verifying
 that the obligation described in subclause (i) has been properly
 performed.

 5.10 VALUE ADDED TAX:

 (a) For the purposes of this Clause 5:

 (i) VAT means value added tax and any goods and services,
 sales or turnover tax, imposition or levy of a like
 nature; and